R2004-86 REGARDING PROJECT SUCCESS APPLICATION

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23. MERGERS/ACOUISITIONS The sub recipient acknowledges that the agreement is made by and between the City of Decatur and Project Success of Decatur and Macon County. No promise or undertaking made hereunder is an assurance that the city agrees to continue this Agreement, nor any licensure related thereto, should the sub recipient reorganize or otherwise substantially change the character or its corporate, or other business structure. The sub recipient agrees that it will give the city prior notice of any such action and provide any and all reasonable documentation necessary for the city to review the proposed transaction to include corporate and shareholder minutes of any corporation which may be involved as well as financial records. Failure to comply with this paragraph shall constitute a material breach of this Agreement. 24. CONFLICT OF 1NTEREST The sub recipient agrees that payments made by the City of Decatur,under this Agreement,will not be used to compensate, directly or indirectly, any person: 1) Currently holding an elective office in this State andlor City including,but not limited to a seat in the General Assembly or City Council, or, 2) Employed by an office or agency of the State government of Illinois as provided in the Illinois Procurement Code or the City of Decatur. 25. TRANSFER OF EOLTT_PMENT The City of Decatur and/or the Department of Human Services shall have right to require transfer(including title)to the city or the Department of Human Services of any equipment purchased in whole with the DHS funds to adhere to the requirements under this Agreement. Equipment means any product (tangible and non tangible)used in the administration and/or operation of the program having a useful life of two years or more and an acquisition cost of at least $500.00. The City of Decatur and/or the Department of Human Services will notify the sub recipient in writing upon termination or any notice required by paragraph 15 thereof of this Agreement or any subsequent Agreement for these services, if it will require the transfer of such equipment. 26. WORK PRODUCT Except as otherwise required by law, any work product, such as written reports, memoranda, documents, recordings, drawings, data, software or other deliverables, developed in the course of or funded under this Agreement, shall be considered a work made for hire and shall remain the exclusive property of the Department of Human Services. There shall be no dissemination or publication of any such work product without the prior written consent of the Department of Human Services and/or the City of Decatur. The sub recipient acknowledges that the DHS or the City of Decatur are under no obligation to give such consent and that DHS may, if consent is given, give consent subject to such additional terms and conditions as DHS may require. Upon written consent of DHS, the sub recipient, may retain copies of its work product for its own use provided that all laws, rules and regulations pertaining to confidentiality are observed.